Vistage International Terms of Use

ACCEPTANCE OF TERMS OF USE

Please read through these Terms of Use carefully. By becoming a Vistage chair, member or speaker and/or accessing or using any of Vistage’s public, private and/or restricted-use Web sites including but not limited to: www.vistage.com, view.vistage.com, village.vistage.com, my.vistage.com, vistageconnect.com and myvistageconnect.com (collectively, the “Sites“), or by otherwise accessing any content found on the Sites or services available through the Sites (the “Site Services“), you are deemed to (i) have entered into an agreement with Vistage International, Inc. or one of its affiliates (collectively, “Vistage“); (ii) have represented that you are an adult in your country of residence and are at least 18 years old; (iii) have represented that you have the legal authority to accept these Terms of Use; and (iv) have agreed to be bound by the terms set out below. If you do not agree with the Terms of Use, you are not authorized to, and may not, use or access any of the Sites.

The Sites are owned and operated by Vistage. Vistage reserves the right to modify the Terms of Use from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Terms of Use periodically and to be aware of any modifications. Your continued use of the Sites and/or Site Services, after such modifications will constitute your acknowledgement of the modified Terms of Use, and your agreement to abide and be bound by the modified Terms of Use. Your sole remedy for dissatisfaction with the Sites or any products, services, content, or other information available on or through the Sites, is to discontinue using the Sites.

INTELLECTUAL PROPERTY PROTECTION

Copyright:

The contents and design of the Sites and any material electronically provided to you or otherwise supplied to you in conjunction with your Vistage membership and/or the Sites (such contents, design and materials being collectively referred to as the “Content“), are protected by the United States Copyright Act of 1976, as amended, and the copyright laws of other countries, as well as other intellectual and proprietary laws, and are owned by Vistage, the applicable expert resource speakers, the applicable authors of the content and/or the other contributors to Vistage, including contributors to the Sites. The software which operates the Sites is proprietary software and you may not use it except as expressly allowed under these Terms of Use. You may not copy, reverse engineer, modify or otherwise create derivative works from the software.

Trademarks:

You may not use or reproduce or allow anyone to use or reproduce any trademarks (including, without limitation, the “Vistage®” name and logo, or other trade names found in the Content, including those appearing on the Sites) for any reason without written permission from Vistage or the identified owner.

Reporting Violations:

Pursuant to the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512(c)(2) (the “DMCA“), Vistage’s designated agent for notice of alleged copyright infringement in connection with the Site is: Brian Casazza, Chief Information Officer, Vistage International, Inc., 11452 El Camino Real, Suite 400, San Diego, CA 92130, Telephone number: (858) 509-5868, Email address: Brian.Casazza@Vistage.com. To file a notice of infringement with Vistage, the requirements specified in Title II of the DMCA must be fulfilled. The text of this statute can be found at the U.S. Copyright Office web site, located at http://www.copyright.gov. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Vistage a counter-notice. Please consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

CONDUCT; USE OF CONTENT

Limited License to User

Subject to the Terms of Use and to the payment of any applicable fees specified by Vistage, Vistage grants you a limited, revocable, personal, nontransferable, non-sublicensable, nonexclusive license to use the Content. You may retrieve and display the Content on a computer screen, print the Content on paper, distribute copies of the Content within your company or to other active members of the Vistage community and store the Content in electronic form on your computer for your personal use. As a condition of your use of any of the Sites or Site Services, you warrant to Vistage that you will not use the Sites for any purpose that is unlawful or prohibited by the Terms of Use. Except as expressly set out above, you may not: (a) reproduce, modify, distribute or in any way commercially exploit any of the Content, (b) reproduce or store in or transmit to any other Web site, newsgroup, mailing list, electronic bulletin board, server or other storage device connected to a network, or regularly or systematically store in electronic or print form, all or any part of the Content, (c) modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, or in any way exploit all or any part of the Content (including use as part of any library, archive or similar service) without the prior written consent of Vistage, (d) remove the copyright or trade mark notice from any versions or reproductions of the Content made under these Terms of Use, (e) collect account information for the benefit of another party, (f) use any meta tags or any other ‘hidden text’ utilizing any Vistage trademarks or Content without the express written consent of Vistage, (g) use Vistage’s name in any way in any domain name or URL, or (h) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our networks or infrastructure. Any other use of the Content or Sites not specifically permitted above is expressly prohibited. Requests for permission for other uses may be sent to Vistage International, Inc., 11452 El Camino Real, Suite 400, San Diego, CA 92130, Attention: General Counsel.

Vistage hopes and believes that the Content will be helpful, but it should not be construed as legal, accounting, tax or other professional advice on any subject matter. Vistage has endeavored to comply with legal and ethical requirements known to the Vistage personnel who compiled the Sites, but Vistage is not engaged in rendering legal, accounting, tax or other professional services, and availability or use of the Content is not intended to create, and does not create, any attorney-client, accountant-client or other professional services relationship. Use of the Content is not an adequate substitute for obtaining legal, accounting, tax or other professional advice from a qualified and licensed (if applicable) provider in your jurisdiction. You agree you will not act or refrain from acting based on any of the Content without first seeking the services of a qualified professional.

Non-Competition and Non-Solicitation

You acknowledge that Vistage is entering into these Terms of Use in reliance on the covenants and assurances made by you and that the covenants set forth in this Section are necessary to ensure the continuation of Vistage’s business and the exemplary reputation of Vistage’s brand, and that irreparable harm and damage will be sustained by Vistage if you violate such covenants. In exchange for the covenant not to compete and other covenants contained in these Terms of Use, you will have been provided the Content in strict confidence. Accordingly, you agree that (a) you shall not invite or solicit, directly or indirectly, the business of any person who is a Vistage member for any individual or group coaching, business consulting, business education, issue processing or similar services, for 1 year following the termination of your relationship with Vistage or until these Terms of Use are superseded by another agreement (whichever shall occur first) and (b) for a period of 1 year after the termination of your relationship with Vistage or until these Terms of Use are superseded by another agreement (whichever shall occur first) you shall not, directly or indirectly, contract with, be involved in or undertake, assist or have any financial interest, in or be or become an employee or agent for or provide services to any person or company which directly competes with Vistage’s program offerings (including but not limited to providing peer advisory, issue processing or peer and/or group-linked coaching services to executives), within a 100-mile radius from your residence. In the event of a breach of this section regarding your covenant not to solicit or compete, you agree to pay liquidated damages to Vistage in the amount of seventy-five thousand US dollars. Such liquidated damages are agreed to be a genuine pre-estimate of the foreseeable damages incurred by Vistage due to your breach of these covenants.

User Content and Submissions

Subject to the rights and licenses you grant to Vistage under these Terms of Use, you retain all rights to the ownership, copyrights and use of all content, media, suggestions, comments, ideas, notes, concepts, works, designs, information or other materials provided or uploaded by you to the Sites, or otherwise voluntarily submitted to Vistage via the Sites (collectively, your “User Submissions“). You understand that Vistage cannot guarantee, and will not be subject to any obligation, whether of attribution or otherwise, regarding User Submissions and will not be liable for any use, misuse, infringement or disclosure of any User Submissions by any third party. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them on the Sites or otherwise.

User Grant of Licenses to Vistage

You affirm, represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish and disclose your User Submissions. You own all User Submissions, and other information that you upload to Vistage private member platforms. Vistage does not claim any ownership rights in User Submissions. After posting User Submissions, subject to the licenses granted herein, you continue to retain any ownership rights you have to User Submissions, and you continue to have the right to use and license User Submissions in any legally permissible way you choose. The information that you upload to any Vistage private member platform needs to comply with the terms of this Agreement. At any point, you can remove User Submissions and Vistage only retains any license rights set forth herein to maintain content in private areas where you have posted it.

You hereby grant Vistage, during the course of your usage of the Vistage private member platforms, a nonexclusive, worldwide, royalty-free, and transferable right and license to (i) use, access, store, cache, and privately display to users of Vistage private member platforms User Submissions (a) for the purpose of operating and making User Submissions available on Vistage private member platforms or (b) for our internal business purposes so that we may derive metrics and analytics relating to User Submissions; and (ii) disclose any such metrics and analytics regarding User Submissions for marketing and business development purposes. This license will terminate at the time you remove User Submissions from the Vistage private member platforms. Without limiting the foregoing, you agree that (1) User Submissions you remove may persist for a reasonable amount of time in back-up copies (but these copies will not be available to others) and (2) Vistage cannot control User Submissions that have been shared with others that have not deleted them and that the license for that information is perpetual.

You further acknowledge that Vistage is under no obligation to post, display or otherwise use any User Submission. You further acknowledge that Vistage has no obligation whatsoever to pay you any royalty or other compensation from the use or display of your User Submission or otherwise from the exercise of Vistage’s rights granted under these Terms of Use. You hereby agree not to instigate, support, maintain, or authorize any action, claim, or lawsuit against Vistage or its owners/operators, affiliates, licensees, licensors, and/or any other person, on the grounds that any use of a User Submission infringes any of your rights as creator of the User Submission, including, without limitation, trademark rights, copyrights, publicity rights, privacy rights, and moral rights. However, Vistage will not share information attributable to you individually with any third parties outside the Vistage community without your express written consent.

You should be aware that Vistage is not required and may not keep back-up copies of User Submissions. Vistage makes no guarantee that User Submissions will be safely stored and you should independently back-up and archive your User Submissions.

Recorded Content

Vistage may record the audiovisual content of Speaker workshops, conferences, Vistage group meetings or Peer Advisory Sessions for internal purposes or use within the Vistage community, or may receive such content from its Speakers, Chairs and members for sharing within the Vistage community. However, Vistage will not share recordings of you or information attributable to you with any third parties outside the Vistage community without your express written consent. You agree that Vistage may use, distribute, publish, create derivative works from, or commercialize aggregated, non-personally identifiable information derived from the recorded content in order to develop statistical or educational materials for the benefit of Vistage’s customers and vendors. Please see our Privacy Policy for more information on information collection and disclosure.

Recorded Content on Vistage CEO Connect

Vistage may record the audiovisual content of Peer Advisory Sessions offered as part of its Vistage CEO ConnectTM service for internal research purposes and retrieval by session participants. Vistage or its contractors may also summarize the content of Peer Advisory Sessions anonymously in writing for retrieval by session participants. You agree that Vistage may use, distribute, publish, create derivative works from, or commercialize aggregated, non-personally identifiable information derived from the recorded content in order to develop statistical or educational materials. Vistage shall not identify or disseminate your name, your company’s name or any information that is confidential to you or your company to any third party or the public without your express written consent. Please see our Privacy Policy for more information on information collection and disclosure.

User Representations

You understand that, by submitting a User Submission, you represent, acknowledge and agree that:

You have read, fully understand and agree to these Terms of Use and appreciate the nature, extent and consequences of such Terms of Use, including with respect to the licenses granted herein;

To the best of your knowledge, your User Submissions represent your own original work and Vistage’s publication and/or use of your User Submissions will not infringe upon any other individual’s or entity’s rights;

Vistage does not pre-screen User Submissions and you are solely responsible for the content of your User Submissions and the consequences of posting or publishing them on the Sites, including but not limited to any injury, damage or liability resulting therefrom;

You understand that Vistage is not responsible for, and cannot control, any actions taken by other users or members of the Vistage community in respect of your User Submissions, you accept responsibility for posting User Submissions where others may view them, and you acknowledge that Vistage recommends that you do not submit any User Submissions that would reasonably be considered to contain trade secrets or insider information, or that would otherwise subject you or your company to any liability or losses;

You understand that Vistage has no obligation, either express or implied, to develop or use your User Submissions and that no compensation is due to you or anyone else for any inadvertent or intentional use of those User Submissions, related User Submissions or any content or derivative work that is derived from your User Submissions;

Vistage is not obligated to provide any justification for removing or deleting any User Submissions or to reveal Vistage’s activities that are related to any submitted User Submissions;

Your submission of User Submissions to Vistage is entirely voluntary;

Vistage may, directly or indirectly, (i) be developing content, suggestions, ideas, notes, concepts, information or other materials that are the same or substantially similar to the User Submissions, or (ii) already have knowledge of such content, suggestions, ideas, notes, concepts, information or other materials from other sources;

Except to the extent that these Terms of Use are superseded by a separate agreement in writing executed by you and Vistage, you hereby irrevocably release and forever discharge Vistage and its affiliates and subsidiaries from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against Vistage and its affiliates, licensees and subsidiaries or their respective successors and assigns with respect to the User Submissions, including without limitation concerning the direct or indirect use, publication, commercialization or distribution the User Submissions; and

Vistage has the right (but not the obligation) to monitor the Sites and each User Submission; to alter or remove any User Submission at any time; to disclose any User Submission and the circumstances surrounding its transmission to any third party or governmental or regulatory entity in order to operate the Sites properly; to protect ourselves, our sponsors and our users and visitors; and to comply with legal obligations or governmental requests.

User Prohibitions
You are solely responsible for the content of your User Submissions. You agree you will not:

Post, link to, publish or otherwise submit any User Submissions or materials that do not conform to these Terms of Use, including without limitation, those that:

encourage conduct that would be considered a criminal offense, or do or could give rise to civil liability or violate any law, rule or regulation, or are otherwise objectionable;

are intended to victimize, harass, degrade or intimidate an individual or group of individuals on the basis of age, disability, ethnicity, gender, race, religion or sexual orientation;

comprise non-public or insider information about companies, or are otherwise confidential or private;

contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant to Vistage all of the license rights granted herein;

comprise an advertisement, solicitation, pyramid scheme, investment opportunity or other unsolicited commercial communication (except as otherwise expressly permitted by Vistage in writing); or

include recommendations to buy or refrain from buying a particular security or which otherwise have the purpose of affecting the price or value of any security;

Disguise or attempt to disguise the true origin of any User Submissions;

Impersonate any person or entity (including, without limitation, Vistage staff or other members of the Vistage community) or misrepresent any affiliation with any person or entity;

Knowingly post or transmit any User Submissions that contain software viruses, files, code or other harmful components designed to interrupt, destroy or limit the functionality of the Sites, the Content or any Vistage computer software, systems or equipment;

Collect or store other users’ personal data;

Restrict or inhibit any other user from using the Sites, Site Services, Content or Online Communities;

Upload, post, email, or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright or other intellectual property right, privacy right, or publicity right of any person or entity;

Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” chain letters, or any other potentially objectionable form of unsolicited communication, including without limitation, via initiation or perpetuation of “SPAM,” or to newsgroups, bulletin boards, or users that have requested that messages not be sent to them;

Upload, post, email, or otherwise transmit any material that you do not intend to disclose to all recipients of your transmission, including users who have access to the areas of the Sites in which your User Submission is posted;

Use the Sites for any purpose or in any manner that violates any local, state, or federal law or regulation, or any applicable laws or regulations of any foreign government; or

Upload, post, email or otherwise transmit without authorization any material that would reasonably be considered to contain confidential or private information concerning any third party person or entity, including without limitation, personal (i.e., non-business) phone number(s) or addresses, account numbers, social security numbers, passwords or other similar information.

Vistage reserves the right to review, edit and remove your User Submissions in order to ensure compliance with these Terms of Use and our Privacy Policy. It is not possible or practicable for Vistage to effectively monitor User Submissions, including with respect to infringement of third party rights. If you believe that a User Submission infringes your legal rights, you should notify Vistage immediately. If notified by a user of a User Submission that allegedly does not conform to these Terms of Use, Vistage may investigate the allegation and determine in good faith and in its sole discretion whether to remove or modify the User Submission.

Vistage neither endorses nor is responsible for any User Submissions, or for any opinion, advice, recommendation, information or other utterance made or displayed therein or otherwise posted on the Sites or Online Communities by third parties, whether such third parties are visitors to the Sites, members of the Vistage community or others. Vistage expressly disclaims any and all liability in connection with any User Submissions. The opinions expressed in any User Submission reflect solely the opinions of the user submitting such User Submission and do not reflect the opinions or views of Vistage. You should not rely on User Submissions in making (or refraining from making) any specific investment, business or other decisions.

Vistage cannot ensure that User Submissions are in compliance with the Terms of Use. You understand that when using the Sites you will be exposed to User Submissions from a variety of sources, and that Vistage cannot guarantee, and is not responsible for, the accuracy, integrity, quality, usefulness, safety, or intellectual property rights or protections of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, objectionable, obscene, threatening, harassing or that otherwise violate these Terms of Use, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Vistage with respect thereto.

ONLINE COMMUNITIES

Our Sites may include discussion groups, blogs, chats and other areas that allow uploading of Content and/or interaction between members of the Vistage community (each, an “Online Community“). While Vistage does not control or monitor the User Submissions posted to Online Communities, it reserves the right (which it may exercise at its sole discretion without notice) to delete, move or edit the User Submissions and to terminate your access to and use of the Online Communities in the event your User Submissions violate the Terms of Use, including the User Representations above. Vistage has no obligation to review or monitor the Online Communities or User Submissions, and is not responsible for such information, including any advice or suggestions made by members of the Vistage community, including Vistage Chairs™ acting in their independent contractor capacity.

Certain Online Communities have their own community guidelines or standards which govern User Submissions and other content posted or otherwise published in these Online Communities. Community guidelines or standards applicable to an Online Community can be located in the area within a Site where the Online Communities are accessed. You are responsible for understanding and following any applicable community guidelines or standards.

Vistage may modify the rules related to Online Communities at any time without prior notice to you.
By submitting User Submissions to any Online Community you agree to indemnify and hold harmless Vistage from all claims, costs and expenses (including legal expenses) arising out of any such User Submissions posted or published by you that are in breach of these Terms of Use. Your use of an Online Community is at your own initiative and risk. The opinions expressed via User Submissions in the Online Communities reflect solely the opinion(s) of the participants and do not reflect the opinion(s) or view(s) of Vistage.

THIRD PARTY TRANSACTIONS

You may use the Sites to purchase products or services from Vistage’s third party partners. In that event, your contract for such products will be with the third party partner and not with Vistage. You acknowledge and agree that Vistage has no responsibility or liability in connection with any such products or services. Descriptions or images of, or references to, products or services on the Sites do not imply Vistage’s endorsement of such products or services.

TERM AND TERMINATION

Vistage may, in its discretion, terminate or suspend your access to all or part of the Sites (including any right to access and use the Content). Vistage reserves the right to refuse to offer access to the Sites and/or Content to anyone at anytime without notice.

The rights of termination are in addition to all other rights or remedies of Vistage provided in these Terms of Use or by law.

If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.

CHANGES TO THE SITES

Vistage reserves the right, in its discretion, to suspend, change, modify, add or remove portions of the Content available on the Sites at any time. Vistage reserves the right to add to or change the Sites or cease offering the Sites at any time and without liability.

USER RESPONSIBILITY FOR ACCOUNT INFORMATION

In order to access certain Sites available only to members of the Vistage community (including Vistage members, chairs, speakers, Vistage employees and certain partners or service providers) (each, a “Member Site“), you will require a username, password, and/or other security-related access information (collectively, “Account Information“). You are solely responsible for maintaining the confidentiality of, and ensuring that proper security precautions are taken with respect to your Account Information. You are also responsible for all unauthorized access, use or misuse of the Sites, Site Services and/or Content due to your direction or lack of direction, control, lack of care in protecting Account Information, or failure to comply with the Terms of Use. Each registration is for a single user only; Vistage does not permit access through a single username and password being made available to multiple users on a network. You may not transfer or share your Account Information with anyone or permit others to use your Account Information to access or use the Sites. You agree to (a) immediately notify Vistage of any loss, theft or unauthorized use of any Account Information or any other breach of security pertaining to the Sites, and (b) ensure that your complete registration information, including your email address and personal contact information, is up to date. Vistage cannot and will not be liable for any loss or damage arising from your or any third party’s failure to comply with this section. Vistage reserves the right to monitor and record activity on the Sites, including access to the Content for the purposes of confirming your compliance with the Terms of Use, and to ensure proper site operation and performance. We also reserve the right to terminate or suspend your access to the Sites without notice or further obligation to you if, in our sole discretion, we believe you are in violation of this section or other provisions of the Terms of Use.

CONFIDENTIALITY PLEDGE AND STANDARDS

All members of the Vistage community (including Vistage members, chairs, speakers, Vistage employees and certain partners or service providers) who access any Member Site agree to abide by the duties and obligations set out in Vistage’s Confidentiality Pledge and Standards, as may be updated by Vistage from time to time, the latest version of which is available at https://my.vistage.com/docs/DOC-20285.

PRIVACY POLICY

The information that you provide about yourself to Vistage will only be used in accordance with Vistage’s Privacy Policy Statement, as may be updated by Vistage from time to time, the latest version of which is available at http://www.vistage.com/about/privacy-policy/.

OTHER TERMS

International Use

Although the Sites may be accessible worldwide, we make no representation that the Sites or their Content are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Sites from international locations do so at their own initiative and are responsible for compliance with applicable local laws. Any offer of any product, service, and/or information made in connection with the Sites is void where prohibited.

No Warranty

VISTAGE MAKES NO WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE CONTENT, THE SITES, THE SITE SERVICES, THE SOFTWARE OR ANY PRODUCTS AVAILABLE THROUGH THE SITES, WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE SITES IS AT YOUR OWN RISK, AND YOU, AND NOT VISTAGE, ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITES OR THEIR CONTENT. VISTAGE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. VISTAGE DOES NOT GUARANTEE THE ACCURACY, RELIABILITY OR TIMELINESS OF THE CONTENT OR SITE SERVICES, THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR RELATED SYSTEMS ARE FREE FROM VIRUSES OR OTHER CONTAMINATING OR DESTRUCTIVE PROPERTIES. VISTAGE MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION OR ADVICE GIVEN BY VISTAGE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE OR EXPAND ANY WARRANTY.

Limitation & Disclaimer of Liability

YOU ACKNOWLEDGE THAT THERE ARE SECURITY, PRIVACY AND CONFIDENTIALITY RISKS INHERENT IN ONLINE COMMUNICATIONS AND ASSOCIATED TECHNOLOGY. YOU AGREE THAT VISTAGE WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (a) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITES; (b) DATA NONDELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (c) LOSS OR DAMAGES OF ANY KIND INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-SITE LINKS ON THE SITES; (d) COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTION THAT MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITES, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITE; (e) DECISIONS MADE OR ACTIONS TAKEN BY THE USER OR A THIRD PARTY IN RELIANCE ON THE SITES OR CONTENT; OR (f) EVENTS BEYOND OUR REASONABLE CONTROL.

YOU AGREE THAT IF YOU SUFFER ANY INJURY ARISING OUT OF ANY USER SUBMISSION, YOU WILL SEEK RELIEF DIRECTLY FROM THE INJURING USER AND THAT VISTAGE’S RESPONSIBILITY SHALL BE LIMITED TO REMOVING THE INJURIOUS POSTING OR PORTION THEREOF FROM THE SITE(S) UPON NOTICE FROM THE INJURED PARTY.

IN NO EVENT WILL ANY LIABILITY OF VISTAGE, ITS AFFILIATES, AGENTS AND LICENSEES TO YOU (AND/OR ANY THIRD PARTY) ARISING OUT OF ANY LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THE SITES, CONTENT, SITE SERVICES OR BREACH OF THESE TERMS OF USE EXCEED THE AMOUNT, IF ANY, PAID BY YOU TO VISTAGE, DURING THE SIX-MONTH PERIOD PRECEDING THE CLAIM, IN RESPECT OF THE PARTICULAR SITE SERVICE TO WHICH THE CLAIM RELATES OR BY WAY OF MEMBERSHIP DUES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VISTAGE, ITS AFFILIATES, LICENSEES, REPRESENTATIVES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF (OR FAILURE TO USE) OR RELIANCE ON THE SITE OR SITE SERVICES, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF VISTAGE HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE. THE LIMITATION OF LIABILITY SET FORTH ABOVE IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN VISTAGE AND YOU. NEITHER THE SITES NOR THE CONTENT WOULD BE PROVIDED ABSENT SUCH LIMITATIONS.

Indemnification

You agree you will indemnify and hold Vistage, its affiliates, licensees, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (the “Indemnified Parties“) harmless for any losses, claims, judgments, expenses, damages, or costs, including reasonable legal fees, resulting from any breach of the Terms of Use by you, including (a) any use of Content other than as expressly authorized in the Terms of Use, or (b) any use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our systems. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of Sites, Site Services or Content.

Force Majeure

Vistage, its affiliates and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Content or Site Services resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, fire, flood or other natural disasters, strikes or other labor problems, wars, civil unrest, acts of terrorism or governmental restrictions.

Changes to these Terms

Vistage may, in its discretion, modify or update these Terms of Use (including in relation to your use of the Sites, Site Services and/or the Content) or change the fees or charges for use of the Sites. Any changes to the Terms of Use will be effective upon the publication of revised Terms of Use to the applicable Site(s). If you use the Sites after Vistage has published or notified you of the changes, you are agreeing to be bound by those changes. If you do not agree to be bound by those changes, you should not use the Sites any further after they are published. Access to certain areas of Content may be subject to additional terms and conditions.

Advertising, Third Party Content and other Web sites

Parts of the Site may contain third party content or have links to other websites which may or may not be operated by Vistage. Vistage has not reviewed all of the web sites that are linked to the Sites, and Vistage has no control over such sites. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Sites, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Vistage shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Sites. Content providers are responsible for ensuring that material submitted for inclusion on the Sites complies with international and national law. Vistage is not responsible for any third party content. The Sites may contain links to other Web sites. Vistage is not responsible for the availability of these Web sites or their contents.

Non-Waiver

No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.

Notices

Notices to Vistage must be given in writing and sent to Vistage at the following address: Vistage International, Inc., 11452 El Camino Real, Suite 400, San Diego, CA 92130, Attention: General Counsel. Notices to you may be sent to the email address supplied for your account or we may broadcast notices or messages through the Sites to inform you of changes to the Sites or other matters of importance, and such broadcasts shall constitute notice to you. Any notices or communication will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with verification of receipt; (3) five business days after the mailing date, if sent by U.S. mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.

If any provision of these Terms of Use is invalid or unenforceable, such will not render all the Terms of Use unenforceable or invalid but rather the Terms of Use will be read and construed as if the invalid or unenforceable provision(s) are not contained therein. Any cause of action of yours with respect to these Terms must be filed in a court of competent jurisdiction in San Diego, California, USA, within one year after the cause of action has arisen, or such cause will be barred, invalid, and void.

Entire Agreement

Your written contract(s) with Vistage, if any, and any amendments, addendums, exhibits, and schedules (as applicable) thereto, and these Terms of Use, as the latter may be amended from time-to-time in Vistage’s sole discretion, constitute the entire agreement between Vistage and you, and supersede all prior or contemporaneous agreements, representations, warranties and understandings, whether electronic, verbal, or written, between you and Vistage, with respect to the Sites, Content and Site Services.

Headings

Headings in these Terms of Use are for convenience only and have no legal meaning or effect.

Relationship Between the Parties

There is no agency, partnership, joint venture, or employee-employer relationship between any user or Member and Vistage arising solely through the access or use of the Sites or Site Services.

Export Controls

You shall comply with all export laws and restrictions and regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and not export or re-export Visage Content in violation of any such restrictions, laws, or regulations. By downloading or using the Content, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.

Governing Law and Jurisdiction

These Terms of Use and all disputes related to these Terms of Use or arising hereunder shall be governed by, construed and enforced exclusively in accordance with the laws of the State of Delaware pertaining to contracts to be entered into and wholly to be performed therein,without regard to its or any other states’ conflicts of law rules or public policy. The Parties further agree to submit to the jurisdiction of Delaware courts and that they agree to accept and will not object to any process served on them by, through or in connection with any action, proceeding or lawsuit by a Party hereto relating to these Terms of Use commenced in Delaware courts. The Parties waive any objection to venue in the event either Party commences an action, proceeding or lawsuit relating to these Terms of Use in the Delaware Courts. The Parties further acknowledge that these Terms of Use performed in accordance with their terms involve more than one hundred thousand US dollars. Notwithstanding any of the foregoing, the Parties may mutually agree in writing to commence any action, proceeding or lawsuit relating to these Terms of Use in any federal or state court of competent jurisdiction. The Parties hereto specifically waive any right to a jury trial with respect to any matter arising under these Terms of Use. If any action or proceeding is brought to enforce or interpret these Terms of Use, the prevailing party shall be entitled to reasonable attorneys’ fees in the same or separate action and any other appropriate relief. Any cause of action by you arising in connection with the Site, Content or Site Services must be instituted within one (1) year after the cause of action arose or be forever waived and barred.